Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Miller James S JR
 2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2005		 3. Issuer Name and Ticker or Trading Symbol
CADENCE DESIGN SYSTEMS INC [CDN]
(Last)
(First)
(Middle)
2655 SEELY AVENUE, BLDG. 5		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President, R&D
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN JOSE, CA 95134		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 50,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified option (right to buy)   (2) 09/17/2014 Common Stock 250,000 $ 13.1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller James S JR
2655 SEELY AVENUE, BLDG. 5
SAN JOSE, CA 95134		       Sr. Vice President, R&D  

Signatures

R.L. Smith McKeithen, Attorney-in-Fact for James S. Miller, Jr. 02/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Issuance of restricted stock on September 17, 2004.
(2) Option was granted on September 17, 2004 and vests as follows: 1/4th of the shares will vest on September 15, 2005 and 1/36th of the remaining shares will vest each month thereafter.

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